Can You Register A Florida Llc With An Out Of State Address
When Must an Out-of-State LLC Register to Do Business concern in Florida?
Under the Florida Revised LLC Human activity, a foreign limited liability company may not "transact business concern" in Florida until it gets a "certificate of authority" from the Secretary of State. But what does that mean? If an LLC buys office equipment from a vendor in Florida without a certificate of authority, does information technology run afoul of the Revised Human activity?
The brusk answer is no. Helpfully, the statute lists several activities that an LLC may conduct in Florida that do not found "transacting business":
- maintaining, defending, or settling a lawsuit;
- holding managers' meetings or members' meetings;
- maintaining bank accounts;
- maintaining managers or agencies for the transfer, exchange, and registration of the LLC'south own securities;
- selling through independent contractors;
- soliciting or obtaining orders from people within Florida, so long as the orders require credence outside of Florida to become contracts;
- creating or acquiring indebtedness, mortgages, and security interests in real estate or personal holding;
- collecting on debts or enforcing mortgages;
- transacting business in interstate commerce;
- conducting an isolated transaction that is completed within 30 days;
- owning or controlling a subsidiary corporation or LLC incorporated in or transacting business organisation in Florida;
- existence a limited partner in a limited partnership that is transacting business organization in Florida; and
- owning real estate or personal property located in Florida that produces no income (the statute makes a specific exception for income-producing property).
By the statute's own terms, this listing is non exhaustive, and other activities may also not found "transacting business" in Florida.
If a foreign LLC needs a document of authority to transact business, just does not get one, the statute also lays out a few effects. For instance, the LLC may not file a lawsuit in a Florida court, and if a lawsuit is filed, the court may stay the proceeding until the LLC obtains a certificate of say-so. The LLC may defend a lawsuit, all the same. In addition, whatever contracts executed by the LLC are still valid, notwithstanding the lack of a document of authority. By transacting business organisation in the state without a certificate, the LLC is accounted as a affair of constabulary to have appointed the Secretary of State as the company's amanuensis for service of process. Finally, the LLC is liable to the Secretarial assistant of State for ceremonious penalties for each year (or office thereof) that information technology operates without a document of dominance.
When in dubiousness about whether a document of authorisation is necessary, it is probably prudent to register your foreign LLC in Florida. The Secretary of State requires applicants to complete a two-page grade and submit a certificate of existence (or similar document) from the country or land where the LLC is organized, along with filing fees. Paying these minimal fees upward front is far less harsh than the potential $ane,000 fine that the Secretarial assistant of State can impose for failing to become the certificate.
Can You Register A Florida Llc With An Out Of State Address,
Source: https://www.mccaberabin.com/when-must-an-out-of-state-llc-register-to-do-business-in-florida/
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